Contentious Meetings

Conduct of Disputed Shareholder Meetings –
Role of the Independent Chair

Contentious shareholder meetings often represent the final, climactic chapter of a lengthy, at times controversial and expensive clash of competing visions over a corporation’s future, typically played out against a change of control or other major, transformative event that is supported, or actively opposed, by dueling proxy campaigns. Management’s and the Board’s leadership of the corporation may be at odds with major stockholders’ views. The players are rarely neutral and the potential for friction at the meeting is palpable.

Corporate and securities laws require meetings to be conducted in a fair and transparent manner; shareholders, market participants, regulatory authorities and when necessary, the Courts, demand nothing less. A corporation’s best interests, and those of its shareholders, are best served by an approval process that is demonstrably free of conflicts of interest, governed by an impartial, experienced and qualified presiding officer. The role of the chair is to ensure the fair and efficient conduct of the day’s business, allowing for an orderly presentation and discussion of pertinent issues, bringing discussion and determination of the issues to a conclusion. Presiding over a contested meeting requires a thorough knowledge of meeting procedure, the complexities of proxy delivery mechanics and, above all, a commitment to transparency and integrity of process – all skills that Stu Morrow has developed and applied over his many years of law practice.

About Stu

Stuart B. Morrow

PRINCIPAL

Stu Morrow practised corporate and securities law in Vancouver with DLA Piper (Canada) LLP (formerly Davis & Company) for over 35 years, specializing in mergers and acquisitions and having had extensive experience with hostile shareholder meetings and proxy battles, across Canada; he has represented management and dissidents alike and served as a Court-appointed independent chairman, of numerous contested shareholder meetings.

He has lectured extensively on the subject at continuing legal education courses, the University of British Columbia law school, the Institute of Corporate Directors, and related courses sponsored by the legal, securities and accounting professions. His article on “Proxy Contests and Shareholder Meetings” was published in the 2003 U.B.C. Law Review.

As principal of Independent Chair Inc., Stu maintains an active interest in corporate governance best practices and in serving as an independent chairman of contentious shareholder and board meetings, for public and private corporations. He is a sought-after commentator by business media such as Report on Business and The Financial Post, which recently profiled Stu.